Securities and Exchange Commission
Mail Stop 3720
CF/AD11
100 F St. NE
Washington, DC 20549-3561
      February 21, 2006

Mr. Arun Sarin
Chief Executive
Vodafone Group Public Limited Company
Vodafone House, The Connection
Newbury, Berkshire RG14 2FN, England

	RE:	Vodafone Group Public Limited Company
		Form 20-F for the fiscal year ended March 31, 2005
		Filed June 8, 2005
		File No. 1-10086

Dear Mr. Sarin:

      	We have reviewed your filing and have the following
comments.  We have limited our review to only your financial
statements and related disclosures and do not intend to expand our
review to other portions of your documents.  Please address the
following comments in future filings.  If you disagree, we will
consider your explanation as to why our comment is inapplicable or
a
future revision is unnecessary.  Please be as detailed as
necessary
in your explanation.  In some of our comments, we may ask you to
provide us with information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.



Form 20-F for the year ended March 31,2005

Financial Statements
Note 36.  US GAAP Information
a) Investments accounted for under the equity method, page 126
1. Refer to the first paragraph of page 126, which discloses that
you
do not consolidate Vodafone Italy for US GAAP purposes because of
significant participation rights held by minority shareholders.
Describe for us the substantive participating rights held by
minority
shareholders and explain your consideration of them when deciding
to
account for Vodofone Italy under the equity method for US GAAP
reporting purposes.

h) Cumulative effect of changes in accounting principles
EITF Topic D-108, page 132
2. Please explain to us why you recognized a L11,416 impairment
charge on the Verizon Wireless` mobile licenses as of January 1,
2005, upon adopting EITF Topic D-108, while the Cellco Partnership
did not incur a similar charge.  As a part of your response to
this
comment, compare for us all the assumptions and estimates that you
utilized in your impairment analysis to those utilized by Cellco
Partnership management. Provide us detailed support for any of
your
assumptions or estimates that differ from the Cellco Partnership
assumptions and estimates.
3. In light of Vodafone Italy`s history of losses under US GAAP,
please provide us an analysis of your long-lived Vodafone Italy
assets.  Identify the useful lives assigned to these assets and
tell
us the expiration dates for Vodafone Italy`s telecommunications
licenses.  Also, explain to us how you determined that your
investment in the Vodafone Italy intangible assets and other non-
current assets is not impaired.
4. Similarly, we note that your German operations continue to
experience losses under UK GAAP.  Please provide us a similar
analysis of your long-lived German assets and explain to us your
consideration of whether or not impairment charges should be
recorded
in connection with your German operations under US GAAP.

*    *    *    *

      Please respond to these comments within 10 business days or
tell us when you will provide us with a response.  Please furnish
a
letter that keys your responses to our comments and provides any
requested information.  Detailed letters greatly facilitate our
review.  Please understand that we may have additional comments
after
reviewing your responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.

      You may contact Joseph M. Kempf, Senior Staff Accountant, at
(202) 551-3352 or Robert S. Littlepage, Accounting Branch Chief,
at
(202) 551-3361 if you have questions regarding comments on the
financial statements and related matters.  Please contact me at
(202)
551-3815 with any other questions.

							Sincerely,


							Larry Spirgel
							Assistant Director

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Mr. Arun Sarin
Chief Executive
Vodafone Group Public Limited Company
February 21, 2006
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